Chase v. Curtis

The complaint in this action, after alleging that the plaintiff, who is plaintiff in error, was a citizen of Pennsylvania, and the defendants citizens of New York, proceeds as follows:

'Second. That at the times hereinafter mentioned the defendants were trustees of the Union Petroleum Company of New York.

'Third. That the said company is, and at the times hereinafter mentioned was, a corporation organized pursuant to an act of the legislature of the state of New York, entitled 'An act to authorize the formation of corporations for manufacturing, mining, mechanical, or chemical purposes,' passed on the seventeenth day of February, 1848, and the amendments thereto, its principal place of business being in the city of New York.

'Fourth. That the said plaintiffs brought their plea of trespass on the case against the said Union Petroleum Company of New York in the court of common pleas for the county of Venango, in the state of Pennsylvania, in which the said Union Petroleum Company duly appeared, and that the said action was thereafter, and on or about the ninth day of September, 1873, on the petition of the said Union Petroleum Company, verified by the affidavit of Abijah Curtis, one of the defendants above named, removed to the United States circuit court for the Western district of Pennsylvania. And that on the thirtieth day of July, 1874, and before the time for filing the annual report hereinafter mentioned, the above-named plaintiffs duly recovered a judgment in the said action against the said Union Petroleum Company of New York in the circuit court of the United States in and for the Western district of Pennsylvania, by the judgment and consideration of said court having jurisdiction therein, and of the said Union Petroleum Company of New York, for forty thousand five hundred dollars ($40,500.00) damages, and three hundred and twenty-eight dollars and ninety-seven cents ($328.97) costs, which judgment was duly given, and still remains in full force and effect, not satisfied or annulled, and no art thereof has been paid.

'Fifth. That the said Union Petroleum Company of New York did not within twenty (20) days from the first day of January, 1875, make and publish a report as required by law in such case made and provided, signed by its president and a majority of its trustees, and verified by the oaths of the president or secretary thereof, and did not file the same in the office of the clerk of the county where the business of the company was carried on, to-wit, the county of New York; nor have they made, published, signed, verified, or filed any such report whatsoever as by law required, but have wholly failed so to do.

'Wherefore, the plaintiffs demand judgment against the above-named defendants in the sum of $40,828.97, with interest on $40,500.00 from the thirtieth day of July, 1874, and on $328.97 from the third day of October, 1874, besides the costs and disbursements of this action.'

To this complaint the defendants severally demurred, on the ground that it did not state facts sufficient to constitute a cause of action. The demurrer was sustained, and judgment rendered in favor of the defendants, dismissing the complaint, to reverse which this writ of error is prosecuted.

The statute on which the action is founded is as follows, (Laws N. Y. 1875, c. 510, passed June 7, 1875:)

'Section 1. The twelfth section of the 'Act to authorize the formation of corporations for manufacturing, mining, mechanical, or chemical purposes,' passed February 17, 1848, as said section was amended by chapter 657 of the Laws of 1871, is hereby further amended, so that section 12 shall read as follows:

'Sec. 12. Every such company shall, within twenty days from the first day of January, if a year from the time of the filing of the certificate of incorporation shall then have expired, and if so long a time shall not have expired, then within twenty days from the first day of January in each year after the expiration of a year from the time of filing such certificate, make a report, which shall be published in some newspaper published published in said town, city, or village, then in some newspaper published nearest the place where the business of the company is carried on,-which shall state the amount of capital, and of the proportion actually paid in, and the amount of its existing debts; which report shall be signed by the president and a majority of the trustees, and shall be verified by the oath of the president or secretary of said company, and filed in the office of the clerk of the county where the business of the company shall be carried on; and if any of said companies shall fail so to do, all the trustees of the company shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be contracted before such report shall be made. But whenever, under this section, a judgment shall be recovered against a trustee severally, all the trustees of the company shall contribute a ratable share of the amount paid by such trustee on such judgment, and such trustee shall have a right of action against his co-trustees, jointly or severally, to recover from them their proportion of the amount so paid on such judgment: provided, that nothing in this act contained shall affect any action now pending.'

H. J. Scudder and G. A. Black, for plaintiff in error.

[Argument of Counsel from pages 455-457 intentionally omitted]

G. P. Lowrey, for defendants in error.

MATTHEWS, J.